Common use of Consent to Security Instrument and Pledge Clause in Contracts

Consent to Security Instrument and Pledge. Pursuant to Resolution [ ] (the “Resolution”), Landlord consented, upon the conditions set forth therein, to the encumbrance of Tenant’s leasehold estate, in connection with the Loan, by the lien of a [Construction Deed of Trust, With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing] for the benefit of Administrative Agent and the Lenders (as applicable, and as the same may be modified, supplemented, extended, restated or replaced, the “Security Instrument”). The Security Instrument will secure the payment of the Loan as described in the Security Instrument and all other obligations of Tenant under the other dNAoI-c1u52m27e4n71t8s9ve9ntered into in connection with the Loan and set forth on Exhibit C attached hereto (as the same may be modified, supplemented, extended or restated, the “Loan Documents”). Pursuant to the Resolution, Landlord consented, upon the conditions set forth therein, to the (a) encumbrance of the ownership interest in Sole Member, in connection with the Mezzanine Loan, by the lien of the Mezzanine Pledge Agreement and (b) the encumbrance of the ownership interest in Tenant, in connection with the Reimbursement Agreement, by the lien of the Reimbursement Pledge Agreement. Tenant hereby represents and warrants to the Landlord and the Marriott Parties that Tenant has satisfied the conditions of the Resolution and that each of the Permitted Lease Financing Encumbrance and Permitted Equity Financing Encumbrance comply with all of the conditions of the Resolution, in each such case, applicable thereto. Based on the forgoing representations and warranties, Landlord hereby acknowledges and agrees that the Security Instrument constitutes a Permitted Lease Financing Encumbrance for all purposes under the Ground Lease, the Mezzanine Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease, and the Reimbursement Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease.

Consent to Security Instrument and Pledge. Pursuant to Resolution [ ] (the “Resolution”), Landlord consented, upon the conditions set forth therein, to the encumbrance of Tenant’s leasehold estate, in connection with the Loan, by the lien of a [Construction Deed of Trust, With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing] for the benefit of Administrative Agent and the Lenders (as applicable, and as the same may be modified, supplemented, extended, restated or replaced, the “Security Instrument”). The Security Instrument will secure the payment of the Loan as described in the Security Instrument and all other obligations of Tenant under the other dNAoI-c1u52m27e4n71t8s9ve9ntered documents entered into in connection with the Loan and set forth on Exhibit C attached hereto (as the same may be modified, supplemented, extended or restated, the “Loan Documents”). Pursuant to the Resolution, Landlord consented, upon the conditions set forth therein, to the (a) encumbrance of the ownership interest in Sole MemberTenant, in connection with the Mezzanine Loan, by the lien of a [Pledge and Security Agreement], granted by Xxxxxxxxx Borrower for the benefit of Mezzanine Pledge Agreement Lender (as applicable, and (b) as the encumbrance of same may be modified, supplemented, extended, restated or replaced, the ownership interest in Tenant, in connection with the Reimbursement Agreement, by the lien of the Reimbursement “Pledge Agreement”). Tenant hereby represents and warrants to the Landlord Landlord, the Administrative Agent and the Marriott Parties Lenders that Tenant has satisfied the conditions of the Resolution and that each of the Permitted Lease Financing Encumbrance and Permitted Equity Financing Encumbrance comply with all of the conditions of the Resolution, in each such case, applicable thereto. Based on the forgoing representations and warranties, Landlord hereby acknowledges and agrees that the Security Instrument constitutes a Permitted Lease Financing Encumbrance for all purposes under the Ground Lease, Lease and that the Mezzanine Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease, and the Reimbursement Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease.

Consent to Security Instrument and Pledge. Pursuant to Resolution [ _] (the “Resolution”), Landlord the Port consented, upon the conditions set forth therein, to the encumbrance of TenantDeveloper’s leasehold estate, in connection with the Loan, by the lien of a [Construction Deed of Trust, With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing] ], for the benefit of Administrative Agent and the Lenders (as applicable, and as the same may be modified, supplemented, extended, restated or replaced, the “Security Instrument”). The Security Instrument will secure the payment of the Loan as described in the Security Instrument and all other obligations of Tenant Developer under the other dNAoI-c1u52m27e4n71t8s9ve9ntered documents entered into in connection with the Loan and as are set forth on Exhibit C B attached hereto (as the same may be modified, supplemented, extended or restated, the “Loan Documents”). Pursuant to the Resolution, Landlord the Port consented, upon the conditions set forth therein, to the (a) encumbrance of the ownership interest in Sole MemberDeveloper, in connection with the Mezzanine Loan, by the lien of a [Pledge and Security Agreement], granted by Xxxxxxxxx Borrower for the benefit of Mezzanine Pledge Agreement Lender (as applicable, and (b) as the encumbrance of same may be modified, supplemented, extended, restated or replaced, the ownership interest in Tenant, in connection with the Reimbursement Agreement, by the lien of the Reimbursement “Pledge Agreement”). Tenant Developer hereby represents and warrants to the Landlord Public Entities, the Administrative Agent and the Marriott Parties Lenders that Tenant Developer has satisfied the conditions of the Resolution and that each of the Permitted Lease PIA Financing Encumbrance and Permitted Equity Financing Encumbrance comply with all of the conditions of the Resolution, in each such case, applicable thereto. Based on the forgoing representations and warranties, Landlord the Public Entities hereby acknowledges acknowledge and agrees agree that the Security Instrument constitutes a Permitted Lease PIA Financing Encumbrance for all purposes under the Ground Lease, Project Implementation Agreement and the Mezzanine provisions of Annex I attached hereto and that the Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease, Project Implementation Agreement and the Reimbursement Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Leaseprovisions of Annex I attached hereto.

Consent to Security Instrument and Pledge. Pursuant to Resolution [ ] (The Public Entities understand and acknowledge that Developer’s interest in the “Resolution”), Landlord consented, upon the conditions set forth therein, to the encumbrance of Tenant’s leasehold estate, in connection with the Loan, Project Implementation Agreement will be encumbered by the lien of a [Construction Deed of Trust, With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing] ], for the benefit of Administrative Agent and the Lenders (as applicable, and as the same may be modified, supplemented, extended, restated or replaced, the “Security Instrument”). The Security Instrument was approved by the Port, pursuant to Resolution [ ] (the “Resolution”), for all purposes under the Ground Lease and as such, the encumbrance of Developer’s sub-subleasehold estate under the Sublease and Developer’s interest in and to the Project Implementation Agreement, in connection with the Loan, are deemed approved as and to the extent required by the Project Implementation Agreement and the provisions of Annex I attached hereto. The Security Instrument constitutes a Permitted PIA Financing Encumbrance for all purposes under the Project Implementation Agreement and the provisions of Annex I attached hereto. The Security Instrument will secure the payment of the Loan as described in the Security Instrument and all other obligations of Tenant Developer under the other dNAoI-c1u52m27e4n71t8s9ve9ntered documents entered into in connection with the Loan and are set forth on Exhibit C B attached hereto (as the same may be modified, supplemented, extended or restated, the “Loan Documents”). Pursuant to the Resolution, Landlord consented, upon the conditions set forth therein, Port consented to the (a) encumbrance of the ownership interest in Sole Member by the lien of the Mezzanine Pledge Agreement for all purposes under the Ground Lease, and as such, the encumbrance of the ownership interest in Sole Member, in connection with the Mezzanine Loan, is deemed approved as and to the extent required by the lien of the Mezzanine Pledge Project Implementation Agreement and (b) the encumbrance provisions of the ownership interest in TenantAnnex I attached hereto, in connection with the Reimbursement Agreement, by the lien of the Reimbursement Pledge Agreement. Tenant hereby represents and warrants to the Landlord and the Marriott Parties that Tenant has satisfied the conditions of the Resolution and that each of the Permitted Lease Financing Encumbrance and Permitted Equity Financing Encumbrance comply with all of the conditions of the Resolution, in each such case, applicable thereto. Based on the forgoing representations and warranties, Landlord hereby acknowledges and agrees that the Security Instrument constitutes a Permitted Lease Financing Encumbrance for all purposes under the Ground Lease, the Mezzanine Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Project Implementation Agreement and the provisions of Annex I attached hereto and (b) the Port consented to the encumbrance of the ownership interest in Developer by the lien of the Reimbursement Pledge Agreement for all purposes under the Ground Lease, and as such, the encumbrance of the ownership interest in Developer, in connection with the Reimbursement Loan Documents, is deemed approved as and to the extent required by the Project Implementation Agreement and the provisions of Annex I attached hereto, and the Reimbursement Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground LeaseProject Implementation Agreement and the provisions of Annex I attached hereto.

Consent to Security Instrument and Pledge. Pursuant to Resolution [ ] (Landlord understands and acknowledges that Xxxxxx’s interest in the “Resolution”), Landlord consented, upon Property and the conditions set forth therein, to the encumbrance of Tenant’s leasehold estate, in connection with the Loan, Sublease will be encumbered by the lien of a [Construction Deed of Trust, With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing] for the benefit of Administrative Agent and the Lenders (as applicable, and as the same may be modified, supplemented, extended, restated or replaced, the “Security Instrument”). Pursuant to Resolution [ ] (the “Resolution”), the Port consented, upon the conditions set forth therein, to the encumbrance of Tenant’s leasehold estate, in connection with the Loan by the lien of the Security Instrument. The Security Instrument will secure the payment of the Loan as described in the Security Instrument and all other obligations of Tenant under the other dNAoI-c1u52m27e4n71t8s9ve9ntered documents entered into in connection with the Loan and are set forth on Exhibit C attached hereto (as the same may be modified, supplemented, extended or restated, the “Loan Documents”). Pursuant to the Resolution, Landlord the Port consented, upon the conditions set forth therein, to the (a) encumbrance of the ownership interest in Sole Member, in connection with the Mezzanine Loan, Tenant by the lien of a [Pledge and Security Agreement], granted by Mezzanine Borrower for the benefit of Mezzanine Pledge Agreement Lender (as applicable, and (b) as the encumbrance of same may be modified, supplemented, extended, restated or replaced, the ownership interest in Tenant, in connection with the Reimbursement Agreement, by the lien of the Reimbursement “Pledge Agreement”). Tenant hereby represents and warrants to the Landlord Landlord, the Administrative Agent and the Marriott Parties Lenders that Tenant has satisfied the conditions of the Resolution and that each of the Permitted Lease Financing Encumbrance and Permitted Equity Financing Encumbrance comply with all of the conditions of the Resolution, in each such case, applicable thereto. Based on the forgoing foregoing representations and warranties, Landlord hereby acknowledges and agrees that the Security Instrument constitutes a Permitted Lease Financing Encumbrance for all purposes under the Ground LeaseSublease, and that the Mezzanine Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground Lease, and the Reimbursement Pledge Agreement constitutes a Permitted Equity Financing Encumbrance for all purposes under the Ground LeaseSublease.